DATED AS OF OCTOBER 11, 2012 FROM ALGECO SCOTSMAN GLOBAL S.À R.L. WELLS FARGO BANK, NATIONAL ASSOCIATION AS NOTES COLLATERAL AGENT PLEDGE AGREEMENT

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1 EXECUTION VERSION DATED AS OF OCTOBER 11, 2012 FROM ALGECO SCOTSMAN GLOBAL S.À R.L. TO WELLS FARGO BANK, NATIONAL ASSOCIATION AS NOTES COLLATERAL AGENT PLEDGE AGREEMENT

2 CONTENTS Clause Page 1. GRANT OF SECURITY SECURITY FOR OBLIGATIONS [RESERVED] DELIVERY AND CONTROL OF PLEDGED EQUITY [RESERVED] [RESERVED] REPRESENTATIONS AND WARRANTIES FURTHER ASSURANCES [RESERVED] [RESERVED] [RESERVED] VOTING RIGHTS; DIVIDENDS; ETC POST-CLOSING CHANGES TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES AGENT APPOINTED ATTORNEY-IN-FACT AGENT MAY PERFORM THE NOTES COLLATERAL AGENT S DUTIES REMEDIES APPLICATION OF PROCEEDS INDEMNITY AND EXPENSES AMENDMENTS; WAIVERS; ADDITIONAL GRANTORS; ETC NOTICES, ETC CONTINUING SECURITY INTEREST RELEASE; TERMINATION SECURITY INTEREST ABSOLUTE; REINSTATEMENT EXECUTION IN COUNTERPARTS GOVERNING LAW INTERCREDITOR AGREEMENTS [RESERVED] [RESERVED] [RESERVED] SELECTED DEFINED TERMS Schedule 1 Pledged Equity... S-1 Schedule 2 Grantor Information... S-2 Schedule 3 Filing Offices... S-3

3 PLEDGE AGREEMENT (this Agreement ) dated as of October 11, 2012 is made by Algeco Scotsman Global S.à r.l. (formerly known as Ristretto Group S.à r.l.), private limited liability company (société à responsabilité limitée) existing and organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 20, Rue Eugène Ruppert, L-2453, Luxembourg, having at the date hereof a share capital of EUR 90,759,308 and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B (the Grantor ) to Wells Fargo Bank, National Association, as notes collateral agent (in such capacity, together with any successor agent appointed pursuant to the Indenture referred to below, the Notes Collateral Agent ) for the Secured Parties (as defined in the Indenture referred to below). PRELIMINARY STATEMENTS (1) Contemporaneously, with the execution and delivery of this Agreement, Algeco Scotsman Global Finance plc (the Issuer ) has issued to Holders $1,075,000, /2% Senior Secured Notes due 2018 and 275,000,000 9% Senior Secured Notes due 2018 (collectively the Notes ) pursuant to the Indenture, dated as of the date hereof (such Indenture, as amended, amended and restated, supplemented or otherwise modified from time to time, the Indenture ) by and among the Issuer, Holdings, Guarantors party thereto, Wells Fargo Bank, National Association ( Trustee ) and the Notes Collateral Agent. (2) Pursuant to the Indenture, the Grantor is entering into this Agreement in order to grant to the Notes Collateral Agent for the ratable benefit of the Secured Parties a security interest in the Collateral (as hereinafter defined). (3) From time to time after the date hereof, the Issuer (as defined in the Indenture) may, subject to the terms and conditions of the Indenture and the Security Documents, incur Other Pari Passu Lien Obligations (including Additional Notes issued under the Indenture), that the Issuer desires to secure by the Collateral on a pari passu basis with the Notes. (4) Terms defined in the Indenture and not otherwise defined in this Agreement, including in Section 32 herein, are used in this Agreement as defined in the Indenture. Further, unless otherwise defined in this Agreement or in the Indenture, terms defined in Articles 1, 8 or 9 of the UCC (as defined below), whether or not capitalized, are used in this Agreement as such terms are defined in such Articles 1, 8 or 9. UCC means the Uniform Commercial Code as in effect, from time to time, in the State of New York. (5) The rules of interpretation and construction set forth in Section 1.03 of the Indenture shall be incorporated herein as if set forth in full herein. References herein to any Schedule, Exhibit or Annex shall mean such Schedule, Exhibit or Annex as amended or supplemented, including by giving notice of any changes to such Schedule, Exhibit or Annex, from time to time in accordance with this Agreement and the Indenture. NOW, THEREFORE, in consideration of the premises and in order to induce the other Holders to purchase the Notes, the Grantor hereby agrees with the Notes Collateral Agent for the benefit of the Secured Parties as follows: 1. GRANT OF SECURITY The Grantor hereby assigns and pledges to the Notes Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Par- -2-

4 ties a continuing security interest in all of the following, whether now owned or hereafter acquired by the Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the Collateral ): all shares of Capital Stock or other Equity Interests of Williams Scotsman International, Inc., a Delaware corporation ( WSI ) and any successor entity now owned or from time to time acquired in any manner by the Grantor (the Pledged Equity ), including the shares of Capital Stock or other Equity Interests (the Initial Pledged Equity ) set forth opposite the Grantor s name on and as otherwise described in Schedule 1 hereto (as such Schedule 1 may be supplemented from time to time by supplements to this Agreement) and issued by WSI or any successor entity and the certificates, if any, representing the Pledged Equity, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity; all income, fees and proceeds (now or hereafter due and/or payable) of, collateral for and supporting obligations relating to, any and all of the foregoing. 2. SECURITY FOR OBLIGATIONS This Agreement secures the payment of all the Secured Obligations including the Guarantees. 3. [RESERVED] 4. DELIVERY AND CONTROL OF PLEDGED EQUITY 4.1 All certificates or instruments representing or evidencing Collateral shall be delivered on the date of this Agreement, to and held by or on behalf of the Applicable Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank. Upon the occurrence and continuance of an Event of Default, the Applicable Agent shall have the right, at any time in its discretion and without notice to the Grantor, to transfer to or to register in the name of the Applicable Agent or any of its nominees any or all of the Collateral. In addition, the Applicable Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Equity for certificates or instruments of smaller or larger denominations. 4.2 With respect to any Collateral in which the Grantor has any right, title or interest and that constitutes an uncertificated security (as defined in Section 8-102(18) of the UCC), the Grantor shall cause the issuer thereof either (a) to register the Applicable Agent as the registered owner of such security or (b) to agree in writing with the Grantor and the Notes Collateral Agent that such issuer shall comply with instructions with respect to such security originated by the Applicable Agent without further consent of the Grantor. 5. [RESERVED] 6. [RESERVED] 7. REPRESENTATIONS AND WARRANTIES The Grantor represents and warrants as follows: -3-

5 7.1 The Grantor s exact legal name, as defined in Section 9-503(a) of the UCC, type of organization, whether or not the Grantor is a registered organization, jurisdiction of organization and organizational identification number (if any) is correctly set forth in Schedule 2 hereto. The information set forth in Schedule 2 hereto with respect to the Grantor is true and accurate in all material respects as of the date of this Agreement. The Grantor has not within the last five years previously changed its name (except that on July 6, 2012 it changed its name from Ristretto Group S.à r.l. to Algeco Scotsman Global S.à r.l.), location, place where it maintains its agreements, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule 2 hereto, except as disclosed in Schedule 2 hereto. 7.2 [Reserved]. 7.3 All Collateral consisting of certificated securities has been delivered to the Applicable Agent in accordance with Section 4.1. With respect to the Pledged Equity that is uncertificated securities, the Grantor has caused the issuer thereof either (a) to register the Applicable Agent as the registered owner of such security or (b) to agree in writing with the Grantor and the Notes Collateral Agent that such issuer shall comply with instructions with respect to such security originated by the Applicable Agent without further consent of the Grantor. 7.4 Except as set forth on Schedule 2 hereto, the Grantor is and, as to all Collateral acquired by it from time to time after the date hereof, the Grantor will be, the legal and beneficial owner of the entire right, title and interest in and to the Collateral of the Grantor free and clear of any encumbrance, claim, option or right of others, except for the security interest created under this Agreement or expressly permitted under the Indenture. No effective financing statement or other instrument similar in effect covering all or any part of such Collateral or listing the Grantor or any trade name of the Grantor as debtor with respect to such Collateral is on file in any recording office, except such as may have been filed in favor of the Notes Collateral Agent relating to the Security Documents or as otherwise expressly permitted under the Indenture. 7.5 The Pledged Equity pledged by the Grantor hereunder has been duly authorized and validly issued and is fully paid and non-assessable. 7.6 The Initial Pledged Equity pledged by the Grantor constitutes the percentage of the issued and outstanding shares of Capital Stock or other Equity Interests of the issuers thereof indicated on Schedule 1 hereto. 7.7 Subject to Section 9 and the actions to be taken pursuant to Section 7.8, all agreements, financing statements, instruments filings, recordations, other documents and other actions (including, without limitation, actions necessary to obtain control of Collateral as provided in Section of the UCC) necessary or desirable to perfect and protect the security interest in the Collateral of the Grantor created under this Agreement have been duly made or taken in favor of the Notes Collateral Agent or delivered to the Applicable Agent and are in full force and effect, and this Agreement creates in favor of the Applicable Agent for the benefit of the Secured Parties a valid and, together with such agreements, financing statements, instruments, filings, recordations, other documents and other actions, perfected second priority (or, after the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), first priority) security interest in the Collateral of the Grantor, securing the payment of the Secured Obligations including the Guarantees, except to the extent otherwise expressly permitted by the Indenture. -4-

6 7.8 The security interest in and Lien on the Collateral granted to the Notes Collateral Agent for the benefit of the Secured Parties hereunder constitutes a legal and valid security interest in all the Collateral securing the payment and performance of the Secured Obligations including the Guarantees. Upon the filing of financing and continuation statements under the UCC in the filing offices set forth opposite the Grantor s name on Schedule 3 hereto, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for (a) the grant by the Grantor of the assignment, pledge and security interest granted hereunder or for the execution, delivery or performance of this Agreement by the Grantor, (b) the perfection or maintenance of the assignment, pledge and security interest created hereunder (including the second priority (or, after the Discharge of Revolving Credit Obligations, first priority) nature of such assignment, pledge or security interest) or (c) the exercise by the Applicable Agent of its voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with the disposition of any portion of the Collateral by laws affecting the offering and sale of securities generally and except as may be expressly provided in the Intercreditor Agreement. 8. FURTHER ASSURANCES 8.1 The Grantor agrees that from time to time, at the expense of the Grantor, the Grantor shall promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action, that, may be necessary or that the Notes Collateral Agent may reasonably request, in order to perfect and protect any pledge, assignment or security interest granted or purported to be granted by the Grantor hereunder or to enable the Notes Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of the Grantor. Without limiting the generality of the foregoing, the Grantor shall promptly with respect to Collateral of the Grantor deliver to the Applicable Agent for the benefit of the Secured Parties certificates representing Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank. 8.2 The Grantor hereby authorizes the Notes Collateral Agent (but the Notes Collateral Agent shall have no obligation) to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral of the Grantor. Such financing statements may describe the Collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as may be necessary or prudent to ensure the perfection of the security interest in the Collateral granted to the Notes Collateral Agent in connection herewith. 8.3 The Grantor shall furnish to the Notes Collateral Agent statements and schedules further identifying and describing the Collateral of the Grantor and such other reports in connection with such Collateral in each case as the Notes Collateral Agent may reasonably request, all in detail sufficient to clearly identify such Collateral; provided, however, that following the occurrence and during the continuance of an Event of Default, the Grantor shall furnish, at the reasonable request of the Notes Collateral Agent, such statements and schedules at any time and from time to time. The Grantor may request that any Schedule hereto be amended to reflect changes in the information contained therein and, this Agreement shall be amended to amend such Schedule and any such amendment may be effected by an amendment agreement substantially in the form of Exhibit A hereto between the Grantor and the Notes Collateral Agent. -5-

7 9. [RESERVED] 10. [RESERVED] 11. [RESERVED] 12. VOTING RIGHTS; DIVIDENDS; ETC So long as no Event of Default has occurred: the Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose; provided, however, that the Grantor shall not exercise or refrain from exercising any such right if such action would adversely affect the validity or enforceability of the security interest granted hereunder or cause an Event of Default to occur; the Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Collateral of the Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Indenture; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Applicable Agent to hold as Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Notes Collateral Agent, be segregated from the other property or funds of the Grantor and be delivered forthwith to the Applicable Agent as Pledged Equity in the same form as so received (with any necessary endorsement); and the Notes Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Grantor all such proxies and other instruments as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to Section above Upon the occurrence of an Event of Default: all rights of the Grantor (a) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 12.1 shall, upon notice to the Grantor by the Applicable Agent, cease and (b) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section shall automatically cease, and all such rights shall thereupon become vested in the Applicable Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Collateral such dividends, interest and other distributions and otherwise act with respect to the Collateral as if it were the outright owner thereof; and all dividends, interest and other distributions that are received by the Grantor contrary to the provisions of Section shall be received in trust for the benefit of the Notes Collateral Agent, shall be segregated from other funds of the Grantor and shall be -6-

8 forthwith paid over to the Applicable Agent as Collateral in the same form as so received (with any necessary endorsement); and 13. POST-CLOSING CHANGES The Grantor will, reasonably promptly (but in any event no longer than 45 days) after any change in its legal name, type of organization, jurisdiction of organization, registered organization status, organizational identification number or location from those set forth in Schedule 2 hereto provide written notice to the Notes Collateral Agent of such change and promptly take all action required by the Notes Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. If the Grantor does not have an organizational identification number or federal employer identification number and later obtains one, it shall notify forthwith the Notes Collateral Agent of such organizational identification number. 14. TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES 14.1 The Grantor agrees that it shall not (a) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as permitted by the Indenture or (b) create or suffer to exist any Lien upon or with respect to any of the Collateral of the Grantor, except for the pledge, assignment and security interest created under this Agreement and Liens not prohibited by the Indenture The Grantor agrees that it shall (a) cause WSI not to issue any Capital Stock or other securities in addition to or in substitution for the Pledged Equity issued by such issuer, except to the Grantor, and (b) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of Capital Stock or other securities of WSI and promptly amend Schedule 1 and take all actions in accordance with Section AGENT APPOINTED ATTORNEY-IN-FACT Subject to the Intercreditor Agreement, the Grantor hereby irrevocably appoints the Notes Collateral Agent the Grantor s attorney-in-fact, and following the occurrence of an Event of Default or if the Grantor has failed to comply with its obligations under Sections 4 or 8, the Notes Collateral Agent shall have full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time, in the Notes Collateral Agent s discretion, to take any action and to execute any instrument that the Notes Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement and the other Security Documents, including, without limitation: 15.1 to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for monies due and to become due under or in respect of any of the Collateral and to prepare, file and sign the Grantor's name on a proof of claim in bankruptcy or similar document against the Grantor; 15.2 to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder); 15.3 to file any claims or take any action or institute any proceedings that the Notes Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Notes Collateral Agent with respect to any of the Collateral; and -7-

9 15.4 to do all things reasonably necessary to carry out this Agreement. The Grantor ratifies and approves all acts of such attorney. This power, being coupled with an interest, is irrevocable THE GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE NOTES COLLATERAL AGENT AS ITS PROXY AND ATTORNEY IN FACT WITH RESPECT TO ITS PLEDGED EQUITY, INCLUDING THE RIGHT TO CONTACT AND ENTER INTO ONE OR MORE AGREEMENTS WITH THE ISSUERS OF UNCERTIFICATED SECURITIES WHICH ARE PLEDGED EQUITY OR WITH SECURITIES INTERMEDIARIES HOLDING PLEDGED EQUITY AS MAY BE NECESSARY OR ADVISABLE TO GIVE THE NOTES COLLATERAL AGENT CONTROL OVER SUCH PLEDGED EQUITY, TO VOTE ANY OF THE PLEDGED EQUITY, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY OF THE PLEDGED EQUITY, THE APPOINTMENT OF THE NOTES COLLATERAL AGENT AS PROXY AND ATTORNEY- IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF ANY OF THE PLEDGED EQUITY WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY OF THE PLEDGED EQUITY ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED EQUITY OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE OF AN EVENT OF DEFAULT. 16. AGENT MAY PERFORM If the Grantor fails to perform any agreement contained herein, the Notes Collateral Agent may, as the Notes Collateral Agent deems necessary to protect the security interest granted hereunder and under the other Security Documents in the Collateral or to protect the value thereof, but without any obligation to do so and without notice to the Grantor, itself perform, or cause performance of, such agreement. The expenses of the Notes Collateral Agent incurred in connection therewith shall be payable by the Grantor under Section THE NOTES COLLATERAL AGENT S DUTIES 17.1 The powers conferred on the Notes Collateral Agent hereunder are solely to protect the Secured Parties interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for monies actually received by it hereunder, the Notes Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Notes Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property By its acceptance of the benefits of the security granted hereunder and under the other Security Documents, each Secured Party appoints the Notes Collateral Agent to act as agent on its behalf -8-

10 hereunder and thereunder, subject to the terms, conditions, limitations, benefits and immunities contained in Article VII of the Indenture Anything contained herein to the contrary notwithstanding, the Notes Collateral Agent may from time to time, when the Notes Collateral Agent deems it to be necessary, appoint one or more subagents (each a Subagent ) for the Notes Collateral Agent hereunder or under the other Security Documents with respect to all or any part of the Collateral. In the event that the Notes Collateral Agent so appoints any Subagent with respect to any Collateral, (a) the assignment and pledge of such Collateral and the security interest granted in such Collateral by the Grantor hereunder shall be deemed for purposes of this Agreement or the other Security Documents to have been made to such Subagent, in addition to the Notes Collateral Agent, for the benefit of the Secured Parties, as security for the Secured Obligations including the Guarantees, (b) such Subagent shall automatically be vested, in addition to the Notes Collateral Agent, with all rights, powers, privileges, interests and remedies of the Notes Collateral Agent hereunder with respect to such Collateral, and (c) the term Notes Collateral Agent, when used herein in relation to any rights, powers, privileges, interests and remedies of the Notes Collateral Agent with respect to such Collateral, shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Notes Collateral Agent. 18. REMEDIES If any Event of Default shall have occurred, but subject to the terms and conditions set forth in the Intercreditor Agreement: 18.1 the Notes Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (a) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Notes Collateral Agent s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Notes Collateral Agent may deem commercially reasonable and (b) exercise any and all rights and remedies of the Grantor under or in connection with, or otherwise in respect of, the Collateral. The Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Notes Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Notes Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; 18.2 any cash held by or on behalf of the Notes Collateral Agent and all cash proceeds received by or on behalf of the Notes Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Notes Collateral Agent, be held by the Notes Collateral Agent as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Notes Collateral Agent pursuant to Section 20) in whole or in part by the Notes Collateral Agent for the benefit of the Secured Parties against, all or any part of the Secured Obligations including the Guarantees, in the manner provided in Section 19 herein; and -9-

11 18.3 all payments received by the Grantor in respect of the Collateral shall be received in trust for the benefit of the Notes Collateral Agent, shall be segregated from other funds of the Grantor and shall be forthwith paid over to the Notes Collateral Agent in the same form as so received (with any necessary endorsement) Except as provided in the succeeding sentence, if an Event of Default has occurred and is continuing, the Notes Collateral Agent will only be permitted, subject to Applicable Law, to exercise remedies and sell the Collateral under this Agreement at the direction of the holders of a majority in the aggregate principal amount of the outstanding Secured Obligations. The Notes Collateral Agent shall be authorized to take, but shall not be required to take, and shall in no event have any liability for the taking, any delay in taking or the failure to take, such actions with regard to a Default or an Event of Default which the Notes Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the Secured Parties and to preserve the value of the Collateral and shall give each Authorized Representative appropriate notice of such action. Any action taken or not taken without the vote of any Secured Party under this Section 18.4 shall nevertheless be binding on such Secured Party. 19. APPLICATION OF PROCEEDS 19.1 The proceeds received by the Notes Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Equity pursuant to the exercise by the Notes Collateral Agent of its remedies shall be applied, together with any other sums then held by the Notes Collateral Agent pursuant to the U.S. Pledge and Security Agreement. 20. INDEMNITY AND EXPENSES 20.1 IN ADDITION TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER INDENTURE DOCUMENT, THE GRANTOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY THE GRANTOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE; IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) THIS AGREEMENT, OR THE OWNERSHIP, DELIVERY, LEASE, POSSESSION, USE, OPERATION, CONDITION, SALE, RETURN OR OTHER DISPOSITION OF ANY COLLATERAL. In no event shall any party to an Indenture Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence, willful misconduct or bad faith of such Indemnitee or that is directly caused by a material breach by such Indemnitee of its obligations under this Agreement (but not any other Indenture Document) The Grantor shall upon demand pay to the Notes Collateral Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, that the Notes Collateral Agent may incur in connection with (a) the administration of this Agreement, (b) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral or Mortgaged Property of the Grantor, (c) the exercise or enforcement of any of the rights of the Notes Collateral Agent or -10-

12 the other Secured Parties hereunder or (d) the failure by the Grantor to perform or observe any of the provisions hereof. 21. AMENDMENTS; WAIVERS; ETC. No amendment or waiver of any provision of this Agreement or the other Security Documents, and no consent to any departure by the Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Notes Collateral Agent with the consent of the Secured Parties required pursuant to the Indenture and each Other Pari Passu Lien Obligations Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Notes Collateral Agent or any other Secured Party to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. 22. NOTICES, ETC. All notices and other communications provided for hereunder shall be given in accordance with the provisions of the Indenture and if to any Authorized Representative, at its address specified in the Other Pari Passu Lien Secured Party Joinder. 23. CONTINUING SECURITY INTEREST This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the satisfaction and discharge of the Secured Obligations including the Guarantee, (b) be binding upon the Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Notes Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. 24. RELEASE; TERMINATION 24.1 The (i) Grantor and (ii) the Security Interests in Collateral and the Guarantees securing the Notes Obligations, in each case shall be released pursuant to the terms set forth in the Indenture and the Intercreditor Agreement. The (i) Grantor and (ii) the Security Interest in Pledged Equity and the Guarantees securing the Other Pari Passu Lien Obligations shall, in each case be released on the terms set forth in the applicable Other Pari Passu Lien Obligations Agreement and the Intercreditor Agreement In connection with any termination or release pursuant to Section 24.1, the Notes Collateral Agent shall promptly execute and deliver to the Grantor or authorize the filing of, at the Grantor s expense, all documents that the Grantor shall reasonably request to evidence such termination or release; provided that the Notes Collateral Agent shall have received such certifications and documentation as it shall reasonably request. Any execution and delivery of documents pursuant to this Section 24.2 shall be without recourse to or warranty by the Notes Collateral Agent. 25. SECURITY INTEREST ABSOLUTE; REINSTATEMENT 25.1 The obligations of the Grantor under this Agreement are independent of the Secured Obligations including the Guarantees or any other obligations of any other Grantor under or in respect of any of the Indenture Documents, and a separate action or actions may be brought and prosecuted -11-

13 against the Grantor to enforce this Agreement, irrespective of whether any action is brought against the Grantor, the Issuer or any other Guarantor under any of the Indenture Documents or whether the Grantor, the Issuer or any other Guarantor is joined in any such action or actions. All rights of the Notes Collateral Agent and the other Secured Parties and the pledge, assignment and security interest hereunder, and all obligations of the Grantor hereunder, shall be irrevocable, absolute and unconditional irrespective of, and the Grantor hereby irrevocably waives (to the maximum extent permitted by Applicable Law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following: any lack of validity or enforceability of any of the Indenture Documents or any other agreement or instrument relating thereto; any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations including the Guarantees or any other obligations of the Issuer or any other Guarantor under or in respect of any of the Indenture Documents or any other amendment or waiver of or any consent to any departure from any of the Indenture Documents, including, without limitation, any increase in the Secured Obligations including the Guarantees resulting from the extension of additional credit to the Issuer, any Guarantor or any of their respective Subsidiaries or otherwise; any taking, exchange, release or non perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations including the Guarantees; any manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations including the Guarantees, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations including the Guarantees or any other obligations of any other obligor under or in respect of any of the Indenture Documents or any other assets of the Issuer, any Guarantor or any of their respective Subsidiaries; any change, restructuring or termination of the corporate structure or existence of the Issuer, any Guarantor or any of their respective Subsidiaries; any failure of any Secured Party to disclose to the Issuer or any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of the Issuer or any other Guarantor now or hereafter known to such Secured Party (the Grantor waiving any duty on the part of the Secured Parties to disclose such information); the failure of any other person to execute this Agreement or any other Indenture Document, guaranty or agreement or the release or reduction of liability of the Grantor or other grantor or surety with respect to the Secured Obligations including the Guarantees; or any other circumstance (including, without limitation, any statute of limitations or suretyship defenses) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, the Grantor or a third party grantor of a security interest. -12-

14 25.2 This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Secured Obligations including the Guarantees is rescinded or must otherwise be returned by any Secured Party or by any other person upon the insolvency, bankruptcy or reorganization of the Issuer or any Guarantor or otherwise, all as though such payment had not been made. 26. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or electronic mail shall be effective as delivery of an original executed counterpart of this Agreement. 27. GOVERNING LAW 27.1 THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK EACH PARTY HERETO HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER THE STATE OF NEW YORK, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY INDENTURE DOCUMENTS, AND THE GRANTOR AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH PARTY IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION OF THE INDENTURE. Nothing herein shall limit the right of the Notes Collateral Agent or any Secured Party to bring proceedings against the Grantor in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing in this Agreement shall be deemed to preclude enforcement by the Notes Collateral Agent of any judgment or order obtained in any forum or jurisdiction. Final judgment against the Grantor in any action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the country in which the Grantor is domiciled, by suit on the judgment To the fullest extent permitted by Applicable Law, the Grantor waives (a) THE RIGHT TO TRIAL BY JURY (WHICH AGENT AND EACH SECURED PARTY HEREBY ALSO WAIVES) IN ANY PROCEEDING OR DISPUTE OF ANY KIND RELATING IN ANY WAY TO THIS AGREEMENT; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by the Notes Collateral Agent on which the Grantor may in any way be liable, and hereby ratifies anything the Notes Collateral Agent may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing the Notes Collateral Agent to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating -13-

15 to any Enforcement Action, Secured Obligations, Indenture Documents or transactions relating thereto; and (g) notice of acceptance hereof. The Grantor acknowledges that the foregoing waivers are a material inducement to the Notes Collateral Agent and the Secured Parties entering into this Agreement and that the Notes Collateral Agent and the Secured Parties are relying upon the foregoing in their dealings with the Grantor. The Grantor has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. 28. INTERCREDITOR AGREEMENTS Notwithstanding anything to the contrary contained in this Agreement, the Liens, security interests and rights granted pursuant to this Agreement or any other Security Document shall be subject to the terms and conditions of the Intercreditor Agreement. In the event of any conflict between this Agreement or any other Security Document and the Intercreditor Agreement, the Intercreditor Agreement shall control. 29. [RESERVED] 30. [RESERVED] 31. [RESERVED] 32. SELECTED DEFINED TERMS Applicable Agent means, in accordance with the terms of the Intercreditor Agreement, the Bank Collateral Agent until the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement) and thereafter, the Notes Collateral Agent. Applicable Law shall mean all laws, rules, regulations and legally binding governmental guidelines applicable to the Person and its Property, conduct, transaction, agreement or matter in question, including all applicable statutory law and common law, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities (having the force of law). Authorized Representative has the meaning ascribed in the U.S. Pledge and Security Agreement. Default shall mean a Default under and as defined in the Indenture or any Other Pari Passu Lien Obligations Agreement. Enforcement Action means any action to enforce any Secured Obligations or Indenture Documents or to exercise any rights or remedies relating to any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, exercise of any right or vote to act in an Insolvency Proceeding, or otherwise). Event of Default shall mean an Event of Default under and as defined in the Indenture or any Other Pari Passu Lien Obligations Agreement. -14-

16 Indenture Documents means (a) the Indenture, the Notes, and the Security Documents, (b) any Other Pari Passu Lien Obligations Agreement and (c) any other related documents or instruments executed and delivered pursuant to the Indenture, any Security Document or any Other Pari Passu Lien Obligations Agreement. Secured Obligations has the meaning ascribed in the U.S. Pledge and Security Agreement. Secured Parties has the meaning ascribed in the U.S. Pledge and Security Agreement. U.S. Pledge and Security Agreement means that certain Pledge and Security Agreement dated the date hereof by and among, inter alia, the Issuer, Holdings and the Notes Collateral Agent. [Remainder of page intentionally left blank.] -15-

17 IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. ALGECO SCOTSMAN GLOBAL S.A R.L. e: Azuwuike Henry Ndukwu itle: Attorney-in-Fact Address: 20 Rue, Eugene Ruppert, L-2453 Luxembourg Address: Azuwuike. [Second Lien Pledge Agreement]

18 [Second Lien Pledge Agreement]

19 SCHEDULE 1 PLEDGED EQUITY Equity Issuer Name Williams Scotsman International, Inc. Grantor Name Algeco Scotsman Global S.à r.l. Stock Certificate # No. of Shares Class of Equity % of Outstanding Equity Interests 4 1 Common 0.1%